1. Introduction

This case centers on a perpetual option to purchase a 74.425% undivided co-tenancy interest in commercial real estate, granted in a 2017 arm’s-length loan transaction. The lender (White Interests Limited Partnership) received a freely assignable, perpetual option as part of the loan agreement; White later assigned that option to Spring Valley Interests, LLC. When Spring Valley attempted to enforce the option, Best for Last, LLC resisted, arguing the option was void under the rule against perpetuities.

The key legal question was novel in South Carolina: whether the South Carolina Uniform Statutory Rule Against Perpetuities (SCUSRAP) (1987) completely abolished the common law rule against perpetuities (CLRAP) for nonvested property interests arising out of nondonative transfers—particularly when SCUSRAP’s vesting test in § 27-6-20 is expressly inapplicable by virtue of § 27-6-50(1).

The Supreme Court did not decide whether the option would violate the common-law rule; instead, it decided whether the common-law rule still applies at all to the excluded category.

2. Summary of the Opinion

The Supreme Court of South Carolina held that SCUSRAP “supersedes” (i.e., displaces) the CLRAP and that interests excluded from SCUSRAP’s operative vesting provision by § 27-6-50(1) are not subject to any rule against perpetuities—common-law or statutory. Because the option is a nonvested property interest arising out of a nondonative transfer, the Court ruled it is not void under either SCUSRAP or the CLRAP.

The Court reversed the court of appeals’ decision (Spring Valley Ints., LLC v. Best for Last, LLC, 444 S.C. 281, 907 S.E.2d 124 (Ct. App. 2024)) and remanded for the circuit court to develop and decide Best’s waiver defense, which had not been ruled upon below.

3. Analysis

3.1 Precedents Cited (and Their Role)

• Abrams v. Templeton, 320 S.C. 325, 465 S.E.2d 117 (Ct. App. 1995): Provided the classic statement of the CLRAP (“life in being plus 21 years”). The Court used it to frame what the common-law rule is and why a “perpetual option” would be vulnerable if CLRAP applied.
• Kerr v. Richland Mem'l Hosp., 383 S.C. 146, 678 S.E.2d 809 (2009) (quoting Mid-State Auto Auction of Lexington, Inc. v. Altman, 324 S.C. 65, 476 S.E.2d 690 (1996)): Anchored the interpretive approach—legislative intent controls.
• Town of Summerville v. City of N. Charleston, 378 S.C. 107, 662 S.E.2d 40 (2008) (citing Catawba Indian Tribe v. State, 372 S.C. 519, 642 S.E.2d 751 (2007)): Supported de novo review for questions of statutory construction.
• Crosby v. Glasscock Trucking Co., 340 S.C. 626, 532 S.E.2d 856 (2000); Doe v. Marion, 361 S.C. 463, 605 S.E.2d 556 (Ct. App. 2004) (citing Hoogenboom v. City of Beaufort, 315 S.C. 306, 433 S.E.2d 875 (Ct. App. 1992)); Grier v. AMISUB of S.C., Inc., 397 S.C. 532, 725 S.E.2d 693 (2012): These informed the canon that statutes in derogation of the common law are strictly construed. Critically, the Court used these cases to reject the lower courts’ attempt to “preserve” CLRAP where SCUSRAP’s text and purpose clearly displaced it.
• Demas v. Convention Motor Inns, 268 S.C. 186, 232 S.E.2d 724 (1977); Kennedy v. S.C. Ret. Sys., 345 S.C. 339, 549 S.E.2d 243 (2001); McMillen Feed Mills, Inc. v. Mayer, 265 S.C. 500, 220 S.E.2d 221 (1975): Supported the Court’s reliance on the title of the 1987 Act as an indicator of legislative intent to abolish and replace CLRAP.
• Coakley v. Tidewater Constr. Corp., 194 S.C. 284, 9 S.E.2d 724 (1940): Supplied the baseline presumption that statutes do not change common law unless they clearly indicate an intent to do so—here, the Court found the indication unmistakably clear.
• Layton v. Flowers, 243 S.C. 421, 134 S.E.2d 247 (1964): Addressed legislative acquiescence after judicial construction. The Court explained why the 2025 amendment extending the “wait-and-see” period did not imply legislative adoption of the court of appeals’ reading (certiorari was pending in the court of last resort).
• New Bar Partnership v. Martin, 729 S.E.2d 675 (N.C. Ct. App. 2012): The court of appeals relied heavily on it; the Supreme Court declined to follow it, emphasizing differences in enactment history and later North Carolina legislative clarification abolishing CLRAP.
• Juliano & Sons Enters., Inc. v. Chevron, U.S.A., Inc., 593 A.2d 814 (N.J. Super. Ct. App. Div. 1991); Shaver v. Clanton, 26 Cal. App. 4th 568, 31 Cal. Rptr. 2d 595 (1994): Cited as persuasive authority that USRAP-style statutes can embody the entire law of perpetuities so that excluded nondonative interests are subject to no perpetuities rule.
• S.C. Dep't of Consumer Affs. v. Rent-A-Ctr., Inc., 345 S.C. 251, 547 S.E.2d 881 (Ct. App. 2001); Wise v. Poston, 281 S.C. 574, 316 S.E.2d 412 (Ct. App. 1984): These were central to the court of appeals’ public-policy concern (freedom of contract vs. restraints on alienation). The Supreme Court did not dispute the general concepts but held courts cannot reintroduce CLRAP to serve policy concerns when the legislature chose otherwise.
• ArrowPointe Fed. Credit Union v. Bailey, 438 S.C. 573, 884 S.E.2d 506 (2023); Nationwide Ins. Co. of Am. v. Knight, 433 S.C. 371, 858 S.E.2d 633 (2021); Burns v. State Farm Mut. Auto. Ins. Co., 297 S.C. 520, 377 S.E.2d 569 (1989): Used to reinforce separation-of-powers: public policy choices reside primarily with the General Assembly, and courts may not “legislate” by reviving displaced common law.

3.2 Legal Reasoning

(a) The statutory architecture: §§ 27-6-80, 27-6-20, 27-6-50 must be read together.

• § 27-6-80: “This chapter supersedes the common law rule against perpetuities.” This is the Court’s textual “starting gun”: CLRAP is displaced as law.
• § 27-6-20(A)(1): Restates the CLRAP validity test for nonvested property interests (life in being + 21 years).
• § 27-6-50(1): Provides that § 27-6-20 “does not apply to” a nonvested property interest “arising out of a nondonative transfer.”

(b) Legislative intent confirmed by the title of the enacting Act.

The Court treated the title of Act No. 12, 1987 S.C. Acts 20 as a strong indicator of purpose: to “ABOLISH THE COMMON LAW RULE AGAINST PERPETUITIES AND REPLACE IT WITH A STATUTORY RULE….” This, combined with § 27-6-80, “manifests” clear intent to abolish CLRAP and replace it—meeting even the strict standard for derogation of common law (citing Coakley).

(c) Uniform Law comments: excluded interests are not subject to “any rule against perpetuities.”

Because SCUSRAP was modeled on the USRAP, the Court relied on the USRAP commentary to Section 4 (mirroring § 27-6-50): when the common-law rule is superseded, an arrangement excluded from the statutory rule “is not subject to any rule against perpetuities, statutory or otherwise.” The commentary also explains the rationale: the traditional perpetuities period is “wholly inappropriate” for nondonative/commercial arrangements.

(d) Rejecting the “resurrection” logic and the New Bar approach.

The lower courts treated § 27-6-50(1) as creating a “gap” into which the common law re-enters. The Supreme Court held this is illogical and effectively absurd: the General Assembly restated the common-law rule in § 27-6-20(A)(1) and then expressly carved out seven exceptions in § 27-6-50(1)-(7). It would be internally inconsistent to say the legislature excluded those interests from the restated rule but silently intended the same rule to govern them anyway.

(e) Public policy cannot override the enacted text.

The court of appeals worried that exempting commercial transactions from perpetuities doctrine risks perpetual restraints on alienation. The Supreme Court responded that the legislature made the policy choice in SCUSRAP’s structure and wording, and courts may not “implement their own public policy by resurrecting the CLRAP” (citing ArrowPointe Fed. Credit Union v. Bailey, Nationwide Ins. Co. of Am. v. Knight, and Burns v. State Farm Mut. Auto. Ins. Co.). Moreover, strict-construction canons do not permit a “reasonable” interpretation that contradicts clear statutory intent; the Court held SCUSRAP “cannot be reasonably construed” to preserve CLRAP.

3.3 Impact

• Doctrinal clarity for commercial instruments: Nonvested property interests arising out of nondonative transfers that fall within § 27-6-50(1) are insulated from perpetuities invalidation in South Carolina, even if they are perpetual or long-duration.
• Litigation shift: Challenges to perpetual options, rights of first refusal, and other long-tail commercial property interests are less likely to succeed on “perpetuities” grounds and more likely to pivot to other doctrines (e.g., unreasonable restraint on alienation, unconscionability, public policy limits outside RAP, contract interpretation, or—here—waiver).
• Drafting and transactional practice: Parties may place more weight on explicit contractual limitations (duration, termination triggers, assignment restrictions, price-setting mechanisms) because perpetuities doctrine will not supply a backstop for the excluded category.
• Uniform-law alignment: The Court’s reliance on USRAP commentary and sister-state authority (Juliano & Sons Enters., Inc. v. Chevron, U.S.A., Inc.; Shaver v. Clanton) positions South Carolina with jurisdictions treating USRAP-style enactments as comprehensive replacement rather than partial overlay.

4. Complex Concepts Simplified

• Rule against perpetuities (CLRAP): A common-law rule that voids certain future interests unless they must “vest” (become fixed/owned) within a prescribed time (traditionally, a life in being plus 21 years). It is designed to prevent property from being controlled by the past for too long.
• Nonvested property interest: A property interest that is not yet fixed in ownership or is contingent on a future event (e.g., an option that might be exercised later).
• Nondonative transfer: A transfer in a business or value-for-value context (not a gift or donative estate plan). The parties agreed this option arose from an arm’s-length transaction for value.
• SCUSRAP’s “supersedes” clause (§ 27-6-80): The legislature’s instruction that the statutory scheme replaces the common-law rule. The Court held “supersedes” means CLRAP does not remain available as a fallback rule for excluded interests.
• Summary judgment: A procedural ruling granted when there is no genuine dispute of material fact and a party is entitled to judgment as a matter of law. Here, the decisive issues (other than waiver) were purely legal and statutory.
• Waiver (remanded): A doctrine where a party may lose a right by intentionally relinquishing it or acting inconsistently with its enforcement. The Court did not decide waiver because the circuit court had not developed facts or ruled.

5. Conclusion

Spring Valley Interests, LLC v. The Best for Last, LLC establishes an important South Carolina rule of law: SCUSRAP is a complete statutory replacement of the common-law rule against perpetuities, and when § 27-6-50 excludes a category—most notably nonvested interests arising out of nondonative transfers—those interests are not governed by CLRAP “reviving” in the background.

The Court’s approach is emphatically textual and intent-focused: it relies on § 27-6-80’s supersession language, the 1987 Act’s stated aim to “abolish” and “replace,” and the USRAP commentary’s explicit “no rule against perpetuities” statement for excluded arrangements. The decision narrows the perpetuities doctrine’s role in commercial real estate disputes in South Carolina and signals that future challenges to perpetual commercial options will need to proceed under other legal doctrines rather than perpetuities invalidation.